Alien Watch on a Remnant World
by solartitan32
Summary: When Azmuth must send his newest version of the Omnitrix to another universe to keep it safe, It will end up in the hands of a young wolf Faunus. With the most powerful tool in the universe on his wrist, he must forge his own destiny in a world full of monsters and corrupt humans. (Rewrite on Hiatus.)
1. Prolouge

**Disclaimer: I don't own RWBY or Ben 10. Only my OC.**

Prologue

Galvan Prime: Azimuth's lab

On the planet Galvan Prime, there is a lab belonging to the smartest being in four, arguably five galaxies.

In this lab there is currently A small, grey frog, like creature was currently operating a computer terminal, which was directing a series of robotic limbs around a small device that resembled a wrist watch. It was mainly black around the armband with white highlights and a white hourglass shape on the front.

With the press of a few buttons, the arms pulled away from the device and the grey creature backed away from the console.

"It's done." He said tiredly as he began to approach his creation. "This version of the Omnitrix took longer than expected, but it surpasses my older versions in every way."

He stood there, gazing at the now named Omnitrix. "That Tennyson brat better-" he was interrupted by a loud explosion and the ground shaking.

Alarms blared to live and a voice came over the intercom. "Azimuth sir! We're under attack! It's-" It said panicked before a scream and an explosion silenced it.

The creature, now named Azimuth, dashed over to another console and began typing into the keyboard when an image of a ship appeared on the screen. The ship looked similar to a tuning fork with orange highlights and large orange orbs at the front and sides of the ship. This was the Chimeran Hammer, the flagship of a certain warlord.

Azimuth's eyes widened before running to another console. Pressing a button he shouts into a nearby microphone. "Attention! We have an Alpha level situation-" He's cut off by an explosion tearing a hole in the wall behind him.

Azimuth whipped around to see a large figure in red armor. This figure was seven meters tall and had a tentacle beard, but a strange rebreather covered his mouth, and his arms were covered in metal rods. In his hands was a dead Galvan soldier in crushed armor, which he threw to the other side of the lab.

"Vilgax." Azimuth muttered with venom in his voice.

Vilgax walked forwards until he was in the center of the room. "Azimuth." He growled. "You have something I want."

Azimuth's eyes narrowed. "How did you even get past Galvan Prime's defenses?" He demanded.

Vilgax chuckled. "During our last partnership, Albedo was more than willing to give the necessary information. All I needed was the perfect time."

Vilgax began to move towards Azimuth. "And now that I'm here," He said menacingly "You are going to build me a new Omnitrix, better than the one worn by the Tennyson child, or your world burns."

Azimuth's eyes widened, almost glancing behind himself at the very device Vilgax was looking for. Unfortunately, Vilgax still noticed his reaction and saw the device on the table across the lab and began walking towards it.

"Fortune smiles upon me this day!" He shouts. "It seemed you already have one here."

Azimuth, beginning to panic, presses a few buttons on a console, doing two things. The first sealed the new Omnitrix in a capsule; the second sent a distress signal to a certain boy on Earth.

Vilgax turned to Azimuth. "Your fear only confirms that this is what I seek, Azimuth."

Azimuth growls. "I won't allow you to get your hands on that device Vilgax."

Vilgax leans down to look Azimuth in the eye, not noticing a bright flash behind him. "You can't stop me." He states.

"No, that's my job." A voice says behind Vilgax, prompting him to turn around.

Upon doing so, however, he is met with a giant brown fist to the face, sending him across the lab. As Vilgax gets up he is met with the sight of a tall, brown dinosaur like being with a sash across his chest that has a green hourglass symbol on it. Standing next to him is a blue feline like alien holding a gun.

"Vilgax!" The blue alien calls out. "By the authority of the Plumbers, you are under arrest!"

"Tennyson." Vilgax growls while standing. "Do you think you can halt my plans this time?"

The dinosaur shrugged. "I do see a pattern in our past meet ups. You have a plan, I stop it, you go to jail, you break out, and the cycle starts again. Maybe we should spice things up this time."

"Agreed." Vilgax said with a hidden smirk before revealing a remote and pressing a button.

There was a loud hum as the warship above the city began charging a ball of energy at the front, and thousands of drones poured into the city and began attacking the populace.

"I predicted your arrival Tennyson, so I had a contingency plan. My warship is charging a blast capable of leveling this city, but my armies are slaughtering the civilians." Vilgax said as he stood. "Even you can't be in three places at once. You have a choice: stop me and sacrifice the city and its inhabitants, or save the city and let me have my way."

The other three inhabitants of the room glared at Vilgax with hate filled eyes. After a few moments, Azimuth spoke. "Go Benjamin." He sighed with defeat.

The dinosaur, now named Ben turned. "But Azimuth-" he began.

"I know what will happen if Vilgax gets his way, but rest assured that won't happen. Right now the civilians need you." Azimuth said, his eyes never leaving Vilgax.

Ben looked between Azimuth and Vilgax before running out to the city, the feline like alien behind him. "Hold him off until we get back!" He calls over his shoulder.

As the two vanish, Vilgax starts chuckling before it turns into full on laughter. "At long last!" He cries, turning to the metal capsule. "Tennyson's weakness for protecting the innocent will prove to be his undoing. The power of the Omnitrix will be mine, and no one can stop-" He halts his speech at the sound of a gun behind him.

Turning, he finds that Azimuth is pointing a small-scale weapon similar to a Null Void projector at Vilgax. "I won't let a monster like you have a device as powerful as the Omnitrix." He said.

Vilgax narrows his eyes. "A weapon like that will do nothing to me, you know that." He said arrogantly.

Azimuth actually smirked. "I know." He said before pulling the trigger. Instead of hitting Vilgax, the blast flew past him and hit the capsule. For a moment nothing happened, then the capsule started glowing yellow, before a blinding flash caused Azimuth and Vilgax to shield their eyes, when they opened them, the capsule, and its contents were gone.

"NO!" Vilgax shouted as he ran to the table, searching it for any sign of its previous occupant. Growling, he turned to face the Galvan.

"What did you do?!" He shouted.

Azimuth smirked proudly. "I sent it to another universe, one place even you can't get to."

Growling with anger, Vilgax grabbed the gun and the Galvan in two separate hands. Vilgax tried to use the gun, but it was deactivated. Azimuth chuckled.

"The gun was meant to fire only once, you'll never see that Omnitrix again." He said.

With a furious roar, Vilgax threw the Galvan across the room into a wall, where he fell unconscious. "You may have won this day." He said with a rage filled voice, as he looked at the gun. "But this is NOT the end."

With that he retreated back to his ship and recalled his forces leaving Tennyson and his partner confused. As he left Galvan Prime's atmosphere, he stared at the gun in his hand and swore that he would find the new Omnitrix.

Or kill whoever found it first.

Remnant: Outskirts of Radiant Valley, 100 miles southwest of Vale

"Get lost you freak!" Shouted one man as he threw a rock at a small wolf Faunus rooting through his trash.

The Faunus was about thirteen years old; he was scrawny, like he hasn't eaten a lot in a while. His hair and eyes were jet black with tips of white on his ears. He wore a worn out shirt and torn jeans.

"Come on man, I just need some food." The kid pleaded.

"I said get lost!" The man repeated, pulling out a gun.

"You know, food's overrated." He said hurriedly while backing away.

With that the kid bolted into the nearby forest, dogging gunfire as he ran. He ran for what felt like forever, until he came to a clearing where he sat at the base of a tree. He looked up at the night sky, staring at the shattered moon with a small amount of tears in his eyes.

"Another night without food." He muttered. He closed his eyes and gathered himself into a ball for warmth, trying to sleep.

'Zap'

The kid's eyes shot open as he looked around for the source of the noise.

'Zap'

The kid swung his head to the center of the clearing in time to see what appeared to be a small bolt of lightning.

"Wha.." He managed to say before a blinding light and thundering noise erupted in the clearing. The boy covered his eyes until it died down. When he opened them he saw a small crater in the clearing.

In the center of the crater was a metal capsule. The object had what appeared to be some kind of metal shutters on the top, which parted shortly after it "landed". Inside the capsule was a strange wristwatch. As the boy approached the capsule, the device lit up, giving off a white light.

"Potential Omnitrix user detected." A synthetic male voice called out.

The boy looked around, curious who spoke. "Who's there?" He called nervously.

"Potential Omnitrix user detected." The voice repeated. "Please identify."

The boy looked towards the capsule, realizing the voice came from the watch.

"What are you?" He asked bewildered.

"Potential Omnitrix user detected. Please identify." It repeated.

The boy, unsure of what to do, approach the watch, left arm outstretched. "My name is Verdax Ashen."

The watch was silent. Verdax was about to pick it up when it suddenly leaped onto his wrist and fused shut. Verdax jumped back startled and tried to remove it. No matter what he tried however, it wouldn't budge. After failing to take the watch off, Verdax looked at the hourglass design on the faceplate before it lit up.

"Omnimatrix Mark three online. Designated user: Verdax Ashen. Identification code: 100101." The watch said. "Error. User contains DNA not in Omnitrix records. Commencing sample acquisition."

Verdax was suddenly engulfed in a white light, blinding him. When the light died down, the watch spoke again.

"DNA sample acquired. Please input designation for species."

Verdax was confused, but he could guess what it was asking. "I'm a Faunus." He said.

The watch was silent. "Confirmed. New sample designation: Faunus. Alert: user is suffering from malnutrition and dehydration. Would user like to rectify?"

Verdax was once again confused but decide to go with it until he could remove the damn thing. "Yes." He's said.

"Please input code to confirm."

Verdax thought for a moment before remembering. "Code 100101."

"Code recognized. Order confirmed. Commencing repair."

Verdax was engulfed in another flash of light. When it was gone, Verdax was shocked to see that he wasn't bone thin anymore. His body had become more athletic and had built up muscles all over his body. Basically it was like he had never been homeless or missed out on food. He was perfectly healthy.

"What? How.." He said before the watch spoke again.

"User repair complete. Both user and Omnitrix are now operating at peak efficiency. Would the user like to run the tutorial program?"

Verdax almost face-vaulted. A device appeared in the middle of the woods in a metal pod, latched itself to his wrist, took is DNA, made him better, and now it has a fucking tutorial?!

"Sure, why not."

The watch was silent again. "The device on your wrist is the Omnimatrix Mark Three, or Omnitrix of short. It contains the DNA samples of millions of life forms from across the galaxy." Verdax's eyes went wide. "Currently however, the only available samples for selection have been restricted to a few dozen."

"What do you mean 'selection'?" Verdax asked.

"The Omnitrix was meant as a tool of peace, capable of understanding other races. So it has the ability to turn the user into any species in its database."

Verdax was shocked. If that was true, this device, this... Omnitrix was capable of turning him into millions of creatures unknown to anyone on Remnant.

"Why are only a few samples available?" He asked.

"The remaining samples are available with the activation of the Master Control function, which can only be done by the creator, Azimuth, or the emergency unlock subroutine."

Verdax decided he would ask about those later, for now he would stick with what's available.

"List the functions of the Omnitrix." He commanded.

"The Omnitrix is capable of the following: user repair, user revival upon death or near death," Verdax cringed. "Voice activation, repair of nearby genetic damage, emergency release and self-destruct programs."

"Wait self-destruct?!" Verdax asked panicked.

"Affirmative, if the worst should occur, the Omnitrix has the ability to detonate. The size of the blast depends on the charge rate. For example: if the charge were to build for a week, the explosion would obliterate half the Galaxy."

Verdax chuckled nervously. "Please tell me only I can activate that."

"Affirmative." The Omnitrix said. "Self-destruct requires voice activation and the current user's identification code. Even without that, there are numerous safeguards to prevent misuse."

Verdax breathed a sigh of relief. "So how does transforming work?"

"Simply press the button on the side of the main access console, then use the touch screen to select a sample. Once the sample is selected, the screen will pull back to reveal the confirmation button. Press it to transform."

"Sounds almost too easy." He muttered. He follows the Omnitrix's directions when a holographic image of a strange creature appeared.

"Cooooool." He said as he used the touch screen to flip through figures until he came upon a figure that looked like a humanoid wolf.

"What's this?" He asked the Omnitrix.

"That is a sample from a Loboan from Luna Lobo. The have enhanced speed, strength, durability, agility, enhanced senses and sharp claws and fangs. This species is capable of producing a sonic howl from their mouths that can deafen humans."

Verdax stared at the figure. The Omnitrix brought him out of his thoughts as it spoke.

"Warning: a large group of life forms is nearby. Approximate distance: ten meters."

Verdax turned to look at the other side of the clearing, the Omnitrix's display shutting off as he did. He sees a crowd of people from the town he was in just a few minutes ago.

"What the he'll happened here?" One man asked, looking at the crater.

"Hey look it's one of those Faunus freaks!" Another shouted.

"That looks like the one that went through my trash for food, but it looks like he's gotten better. How?" The man from earlier asked.

"Long story." Verdax said. "But right now I need to go, so you guys have fun and I'll be on my way."

Verdax turned to leave but before he left the clearing, one of the men grabbed him by his shirt and pulled him back.

"Now hold on a minute." He said. "You've been a leech in this town's side for a few years now."

"That's right!" Shouted another. "All he's done is mooch off the town and steal from the people for three years!"

All the men started nodding in agreement. Verdax, though he didn't look it, was starting to get nervous. Yes, he had leeched off the town but that was to survive. Now that he had the Omnitrix, things could turn around for him, but first he needed to get away.

Verdax was brought back to reality when the man holding him threw him into a tree. When Verdax raised his head he was looking down the barrels of several guns.

"I don't suppose we could talk about this." He suggested nervously.

"Not a chance freak." The man in front of him said with a smirk. "The police ain't here. So we're free to do as we please. Go and make peace with yourself."

Verdax was scared. He knew he was going to die and was trying to think of a way out. He looked down and noticed a faint white light coming from the Omnitrix.

The Omnitrix.

He felt like a fucking idiot.

"Sir, may I have one last request?" He asked the man in front of him. "I would like to check the time on my watch."

The man raised an eyebrow. "What kind of request is that?"

"This watch was a gift from a friend, I'd like to look at it once more before I die." Verdax said, hoping they buy the excuse.

The men looked between each other before one of the gunners shrugged. "Let the kid do it. It's just a watch."

The man sighed. "Fine kid, check the time."

Verdax smirked. "Thank you."

He lifted the Omnitrix and in a single fluid motion, turned it on, saw it was still on the wolf, and selected it. Suddenly the screen pulled back revealing a button with a black and white hourglass button with the holographic figure still above it.

"What the hell?" The man asked as he and the other guys were confused.

Verdax smiled. "Do or die time." He slammed his hand down on the button and was engulfed in a bright white light.

He felt changes all over his body. His arms stretched out and claws formed on his fingers. His legs became longer and reverse-jointed. Claws formed on his toes and elongated. His body became more bulky and he grew taller. He grew light grey fur all over his body and his hair became longer and turned dark grey. He mouth and nose lengthened into a wolf snout and his teeth became sharp and pointed. He grew a tail the same color as his hair. Lastly his clothes tuned into a black and white bodysuit with black armbands on his writs and a collar with the Omnitrix symbol below his mouth. The light died down and he released a sharp howl into the night sky, Remnant's moon outlining his figure as he did so.

He looked at the group of men with his now pure white eyes and noticed he was a head taller than them. Each of the men shakily held their weapons.

"Wha... What are you?" One of them asked.

Verdax mentally smirked. "Your worst nightmare." He said with a growl.

He dashed for the group, dogging the hastily fired bullets and rammed his fist into one man's gut, knocking him into a tree. Verdax turned and backhanded another into a group of his friends, sending them all tumbling down. He heard guns cocking behind him and rolled to the side, dogging the hail of bullets before coming up on all fours and charging the shooters. He swung his claws at them, cutting their skin and making them drop their guns.

Some of the men from earlier recovered. The smart ones ran while the others dropped their guns and tried to grapple with the humanoid wolf before them. In response, Verdax opens his mouth and splits it into four folds, which felt odd yet, normal at the same time. This unnerved the men and one even emptied his stomach's contents onto a nearby tree. Verdax proceeded to howl, which caused the men to drop to their knees and cover their ears to protect themselves from the high-pitched scream.

While the men were in agony, Verdax ran through them, slashing and punching as he went. He heard bones break and felt blood splatter. Eventually, all the men either fled or were unconscious except for one: the man who shot at him for rooting through his trash. As Verdax approached, the man tried to back away, eyes wide with fear and panic. The man put a hand in front of his face as Verdax towered over him.

"What are you?!" He cried in fear.

Verdax looked down at him, thinking. Suddenly he spoke up. "The name's Blitzwolfer."

Blitzwolfer leaned down so he could stare the man in the eyes. "This is the part where you run away." He whispered.

The man, needing no more encouragement, bolted from the clearing, screaming as he did so.

Blitzwolfer stood, feeling proud of himself, before realizing something. "Omnitrix," he asked. "How do I change back?"

The symbol on his collar lit up before the Omnitrix spoke. "To revert back to your original form, simply tap the symbol while thinking about returning to your form. This also works for changing to other alien forms mid combat. Be warned: you can only stay transformed for two hours before a recharge period is needed."

Blitzwolfer mentally filed that information away before doing as directed and tapping the symbol. Almost instantly he was engulfed in another flash of white light before revealing that he was in his original Faunus form.

Verdax looked at his wrist and stared at the Omnitrix, now his Omnitrix. "This is gonna be the start of something great." He said before walking out of the clearing, the shattered moon lighting his path.

 **AN: This was a story I had in my head for a while now and I decided to write it.**

 **I plan to put out at least a few chapter of this, but I'll make it into a full-length story if it gets a good enough reception.**

 **Basically the Omnitrix Mark three looks like Ben's Omniverse watch but with a black and whit color scheme. Same for the alien's outfits.**

 **The reason the Omnitrix has the functions it does is because Azimuth wanted to make this version be the most advanced possible. And yes, there will be a few aliens based off of other things from other series.**

 **I'm going to use the names that Ben came up with for the aliens, just to avoid confusion.**

 **The reason I'm using Verdax is because I put a lot of effort into him, so I figured I would use him and change a few things as opposed to starting a brand new OC. And no, there will be no Grimmlings in this story.**

 **Leave a review, I enjoy feedback!**


	2. Night at the Club

**Disclaimer: I only own my OC. Not RWBY or Ben 10, sadly.**

Night in the Club

Five Years Later...

Downtown Vale, there's a nightclub run by a man named Hei "Junior" Xiong. This club was probably the most popular in the Vale underworld. And it's here, at the bar that Verdax was sitting.

Over the last five years, he'd become more familiar with the Omnitrix, learning to use many of the forms available to him, but there were still some he hadn't touched yet. He'd found a form made of diamonds, which he used to make some quick cash. His outfit changed as well. He wore a black leather jacket over a grey t-shirt tucked into black jeans. He had a black leather belt, combat boots, and fingerless gloves. The sleeve of his jacket covered the Omnitrix, but it was still easy to access. He'd grown taller as well, reaching six foot, three inches, which made him seem more intimidating.

He drank a shot of whiskey while Junior, one of Verdax's underworld contacts, spoke with Roman Torchwick, one of the most nefarious criminals of the underworld. When Torchwick left Junior sat next to Verdax, clearly tired.

Junior was a tall, heavyset man, standing almost a foot taller. He wore a black an white suit with a red tie and had a well trimmed beard.

"Hard day at work?" Verdax asked, passing a glass to Junior.

Junior sighed, taking the glass and downing its contents. "People are always expecting more than what I can give them, and the truth pisses them off. I get sick of their attitude, especially the Torchwick bastard."

Verdax shrugged and went back to his drink. He watched the news for a while, seeing the occasional report about one of his aliens going around Vale, "disturbing the peace" like some vigilante. Verdax poured himself another drink before turning to Junior.

"So what have you got for me?" He asked.

Junior pulled out a folder from his suit and handed it to Verdax. He opened it and saw information about two kids. The first was a girl with chocolate brown skin and mint green hair with red eyes. This was Emerald Sustrai. The second was a boy with pale skin, silver hair and black eyes. This was Mercury Black.

Verdax looked at Junior. "Kids now Junior?"

Junior took another drink. "The kids alone aren't a problem for someone like you. It's the third party that's recruited them."

"There's no mention of a third person here."

Junior laughed. "That's because no one knows anything about her aside that it's a she."

Verdax frowned as he downed his whisky. "I don't like unknowns."

Junior poured him another drink. "Then you'll like this less, rumor is that they tried to recruit the White Fang as their personal army."

Verdax froze. "Three humans tried to recruit the White Fang?"

Junior nodded. Verdax was silent as he thought. "Thanks for the info. I'll look into it."

Junior just looked at him. "We both know you'll do more than that."

Verdax shrugged as Junior left the file with him while he went to attend to other business. Verdax studied the files, taking note of important info. Like Emerald's mind manipulation semblance or Mercury's assassin training. He was broken out of his thoughts when he noticed Junior's goons start gathering at the end of the bar.

Standing there was Junior with some girl who looked younger than Verdax with Junior's balls in a death grip. The girl had blonde hair and lilac eyes. She wore a brown jacket over a yellow shirt that showed off her cleavage and midriff. She had black short-shorts and what Verdax could only describe as a lilac butt-cape around her belt. She wore brown knee-high boots with orange socks and a lilac scarf around her left calf.

"Blondie, I suggest you let the man go." Verdax spoke up. "Before there's trouble."

The girl turned to look at him. She seemed to study him before letting go of Junior.

"I was just teasing." She said in a playful tone, before turning back to Junior. "Come on. Kiss and make up?"

As she and Junior lean in, Verdax only face palmed at how gullible Junior was. We're he drew the line however, was when Junior was knocked into him and both were thrown over the bar. Verdax got up and glared at the girl, who makes a 'come on' gesture.

Verdax began to walk onto the dance floor, holding out a hand to stop Junior's goons from approaching. He stood five feet from the girl, who got into a boxing stance as her bracelets transformed into some kind of gauntlets.

"You're really gonna do this Blondie?" Verdax asked.

The girl shrugged. "What can I say? I like the attention."

Sighing, Verdax simply rolled up his sleeve and activated the Omnitrix, scrolling through each form until he found what he was looking for.

Slamming down on the button, he was consumed in a bright, white light. When the light faded, the girl was shocked at what she saw.

Where Verdax once stood there was now a seven foot that being with red skin, four arms with four fingers each. He had four white eyes, a mustache and goatee, and he wore a white and green jumpsuit, with the Omnitrix symbol on his belt and black armbands and gloves. His feet now had two large toes each.

"Four Arms!" He called out.

The girl's jaw dropped as she stared at the creature before her as it cracked its knuckles.

"Ladies first." Four Arms said.

The girl shook out of her trance and rushed forwards, swinging a right hook to Four Arms' torso. The attack connected, but Four Arms just laughed it off.

"My turn." He said as he grabbed her wrist with his lower left arm and delivered an uppercut to her jaw with his top right. The girl flew back into some stairs while Four Arms picked up a table and threw it at her. She barely dogged and dashed forwards using shotgun blasts from her gauntlets to boost her speed. She started throwing punches that Four Arms either dogged or blocked. Four Arms caught both her fiats with his upper arms and used his lower ones to slam his open palms on her ears. While she reeled from the blow, Four Arms tripped her and kicked her into the DJ booth.

Before she can recover, Four Arms clapped all four of his hands together; creating a shockwave that demolished the studio. He loosened his shoulders as the girl stumbled out of the wreckage, a small trail of blood going down her temple.

"Had enough Blondie?" He asked.

In response the girl smirked before discharging the empty shells from her gauntlets. She pulled out two new belts of ammo, flipped them in the air, and slammed the gauntlets into them, making them fit into the ammo slots. She then cocked her fists back, the inertia cocking the shotguns.

"I could do this all day." She said.

The girl charged forwards, slamming her fist into Four Arms' face and firing a shotgun blast. Four Arms actually stumbled back, surprised. That actually hurt. The girl charged again and Four Arms realized that she was getting faster and stronger. The girl kept delivering rapid punches with shotgun blasts to his gut before an uppercut threw him into a glass pillar, which broke beneath him. He slowly got up, looking at the girl, who was surrounded in a fiery Aura. He felt something in his fist and brought it up to see it was a lock of the girl's hair. He turned to the girl, who saw the hair, in time to see her Aura explode in power.

"Shit." Four Arms muttered as he girl charged him, fist reared back.

Four Arms jumped over her as she approached and slammed his hand on the Omnitrix in mid air, creating another bright flash of light. The girl, still in a rage, turned to see a new creature land on the floor behind her. This creature looked like a humanoid plant; with vine like skin and a flame design flower head. He had some kind of pores in his palms and the Omnitrix symbol was on his chest.

"Swampfire!" He shouted in a voice that sounded like someone was holding his nose.

The girl charged again, swinging her fist into his torso, going straight through and coming out the other side, the shotgun blowing out his back. The girl almost screamed in fear, thinking she killed him. Before she could retract her fist, however. Swampfire grabbed her shoulders and head butted her, making her stumble back clutching her forehead. She looked at Swampfire, who had healed completely.

"How..." She began.

Swampfire laughed. "This form heals incredibly fast. All that power doesn't mean a thing if I can recover any damage you deal."

The girl got back up and charged Swampfire throwing punches and kicks, which he countered and parried. The few that broke through were almost instantly healed. While she was focused on him, Swampfire grabbed a seed from his shoulder and threw it on the ground, where it sprouted a plant that grabbed the girl's ankle, throwing her off balance. Swampfire took this moment to deliver an axe kick to her head, knocking her away and into the bar.

She stumbled out of the wreckage before falling to one knee, panting. Swampfire walked over and delivered a chop to the back of her neck, knocking her unconscious.

That done, Swampfire tapped the Omnitrix, turning back into Verdax. He grabbed the girl and carried her bridal style. He turned to Junior, who had recovered from the earlier incident.

"I'll make sure she's out of your hair." He said, walking out of the club. He made it outside when a red and black blur ran up to him.

It was a young girl about a head shorter than him. She wore a red cloak and her hair was black with red highlights, she wore what looked to be a black dress with red frills poking out from under the skirt, and a corset wrapped around her midsection.

"Yang!" She cried, looking at the girl in Verdax's arms.

"You know her?" Verdax asked.

The girl nodded. "She's my sister."

Verdax gently put down the unconscious Yang and handed her off to the girl.

"You take her then. I have places to be."

He then walked down the road before activating the Omnitrix, disappearing in a flash of white. Leaving behind a confused, red hooded girl to care for her sister.

 **AN: Yes, I put up a second chapter on the same day. I had a lot of free time recently.**

 **I'm not gonna forget about Grimm Tale, but I will wait until the poll is over to write the next chapter.**

 **As for pairings in this story, I'm going to go with Verdax x Ruby.**

 **As for what Verdax is going to do with the information involving Emerald and Mercury, you'll find out next chapter.**

 **Hope you guys liked it, please leave a review and comment, I really do enjoy feedback!**


	3. Maiden In Distress

**Disclaimer: I only own the OCs, nothing more.**

Maiden in Distress

Verdax was lying prone about half a mile away from a dirt road in the middle of a forest. He'd trailed rumors about the whereabouts of Emerald and Mercury and this is what he could come up with. He'd heard they were after something called a 'Fall Maiden' whatever the hell that was. Luckily, he'd heard them mention a name: Amber Autumn. He then abandoned trailing the kids and set off after this girl. He'd tracked her down and learned she would be traveling on this road, right through one of the best ambush spots he'd seen.

He was currently using the Omnitrix's binocular feature to observe the road. Verdax figured if the girl would pass here, then it was here the others would be.

"If only these stake outs didn't take so long." He muttered. "Should've packed a sandwich."

Suddenly there was movement on the road. Verdax looked and saw that Emerald was just standing there, right in the middle.

"What are you up to?" He wondered.

He looked to the other side if the road and saw a cloaked figure riding a white horse travel down the path, approaching Emerald. Once the figure was about seven meters away, it dismounted the horse.

The figure was female. She wore a green cloak and a white shirt under a brown corset. She had gold armor on her legs over her brown pants, and on her right shoulder and left arm.

As the figure walked towards Emerald, Verdax realized this person was probably Amber, which meant this was a trap. Amber suddenly kneeled and held out an apple to open air about three meters away from Emerald, who reached for her guns.

"Shit! Her semblance!" Verdax realized before slamming down on the Omnitrix.

0-0-0-0-0-0

Amber POV

The child suddenly disappeared and Amber leaped back, throwing off her cloak and readying her staff. A girl that wasn't there before charged forwards, shooting her. Amber used her magic to stop the bullets and summoned a gust of wind to push her back. She heard footsteps to her left and raised her staff to block a boy who tried to kick her, launching him back. Amber sent another blast of wind at the girl when she heard a gunshot behind her. Whipping around she saw the boy launch at her at high speeds. Before she could retaliate however, the boy was intercepted by a black and blue blur, knocking him aside. The blur dashed over to the girl, making drive by blows until she was knocked into the woods.

"Thought I'd crash this party." A voice said. "It looked like you needed an extra dancer."

The blur stopped to reveal a creature resembling a Velociraptor Grimm. It had wheels for feet, three clawed fingers on each hand, a blue and black stripped tail, it wore a black and white bodysuit with a black and white hourglass symbol on the chest, and a helmet with a blue, 'x' shaped visor that lifted to reveal a blue face with white eyes.

Amber stared at the creature with awe. "Who and what are you?" She asked.

The creature chuckled. "If I had a lien for every time I heard that question. The name's XLR8."

XLR8 POV

Mercury and Emerald got back up. Their gaze flicking between each other and XLR8. He could tell that he messed up their plan.

"Mercury Black and Emerald Sustrai." XLR8 called out, making said people stiffen. "You two were hard to track down."

Mercury seemed angered by the comment while Emerald seemed concerned.

"However, you two aren't as careful as you think." He continued. "Once I heard you were after Amber here, it was easier to track you down."

Mercury decided to rush XLR8, throwing kick after kick, but all his attacks were dogged easily thanks to XLR8's speed. He waited for an opening to land is own kick to his torso, knocking Mercury back by Emerald.

"Now then," XLR8 said. "You're going to answer my questions."

Before he could continue however, he was interrupted by the sound of a bowstring. Grabbing Amber, he managed to doge three arrows, which landed at his feet. He turned to see where the arrows came from and saw a woman with black hair and fiery orange eyes. She wore a blood red dress with yellow designs and held a metal bow.

"You would be the ring leader I'm guessing." XLR8 stated.

The woman nodded. "Our business is not with you creature, walk away before you get yourself killed."

XLR8 laughed. "You made it my business when you attacked this woman. Now I suggest you surrender before I get serious."

The woman said nothing but made a gesture with her hands, which made a light appear under Amber and XLR8. He looked down to see the fallen arrows begin to glow. "Son of a..." He said before taking Amber and dashing two meters before the arrows created a massive explosion. XLR8 took the most of the explosion, burns covering his back while Amber got up, only a few scratches here and there.

"Are you okay?" She asked.

XLR8 grunted as he rose. "I've been better."

The woman, Mercury and Emerald regrouped, forming a line in front of Amber and XLR8.

"I'll handle the boss lady." XLR8 said, eyes never leaving the trio. "You take the henchmen." Amber nodded in response.

XLR8 closed his visor and sped forwards, grabbing the woman and speeding through the forest, ramming her through a tree every now and again. He let go of her before stopping, causing her to fly into another tree. When she stood, XLR8 dashed forwards and threw a punch, which she dogged and countered with a swift jab to his gut. This made XLR8 back step as she pressed the assault with a flurry of jabs and kicks he could barely doge. He kicked up a cloud of dirt into her face and sped around behind her and threw a spin kick at her back throwing her forwards where she recovered with a somersault.

"You're skills are impressive." She commended as she stood.

"You were trained well, not many people can keep up with this form." XLR8 said behind his visor.

"So there's something you're hiding." She continued. "Speed isn't the limit of your abilities, is it?"

"Maybe it is maybe it isn't. That's not going to matter to you when I bring you and your partners in."

Suddenly the wind picked up and storm clouds began to gather. Lightning began to strike back at where the others were. XLR8 noticed that the woman had a smirk.

"What's going on!?" He demanded.

"The Maiden has awakened." She said simply, ignoring XLR8.

"Answer me!"

The woman turned to him. "Sorry, but I have matters to attend to, so I'll cut this short."

Without warning she fired an arrow at XLR8, which he dogged easily. She fired arrow after arrow, following him in a circle around the clearing. XLR8 stopped running as dashed at the woman, and turned at the last second to hit her with his tail, knocking her into a tree.

"You're going nowhere." He growled, raising his visor.

The woman slowly stood, wiping the blood from her mouth. "No, it is you who won't be leaving here."

Suddenly five of the arrows began to glow and fiery lines connected them forming a pentagram. XLR8 was covered in an orange light.

"What the hell!?" He cried. "I can't move!"

The woman walked towards the boundary of the Pentagram, careful not to cross it.

"This is a technique created by my master. It traps all who are within its boundaries and renders them immobile."

XLR8 glared at her as she talked.

"You will be stuck there for quite some time. I suggest you get comfortable." With that she walked back to where the other fight was happening.

XLR8 studied the field, but couldn't see a way out.

"Omnitrix scan barrier." He commanded.

The symbol on his chest lit up. "Barrier appears to be made of some form of biological energy. It is decaying, but it will not do so for a few hours."

XLR8 sighed. "So how do I get out?"

"Scans show that if the energy is drained enough, the barrier will become unstable and collapse in on itself."

XLR8 thought about this. How could he drain the barrier without moving?

"Omnitrix," he began. "Is it possible for you to transform me into another alien without interacting with the interface?"

"Affirmative, use voice activation and select the form you want followed by your identification code."

XLR8 smiled. "Omnitrix, emergency transformation to Feedback. Code 100101."

The Omnitrix lit up. "Command accepted. Transforming."

A white flash spread throughout the clearing. When it died down, XLR8 was gone and in his place was a black creature with a white stripe running down his torso and the Omnitrix on his chest. He had one white eye and two antennas on his head that went down to his waist with what looked like electrical outlets in the ends. His hands had four fingers with similar outlets and a tail with one as well.

"Feedback!" He shouted smiling.

He concentrated, and bright red energy began trailing into his fingers from the pentagram. He could feel the energy being absorbed into his body. Slowly, he felt himself regain the ability to move. Every time a muscle flexed it felt easier. Soon the arrows creating the barrier cracked, and broke apart shortly after.

"Finally!" He shouted.

He looked in the distance towards where the woman ran. "I need to get back to Amber."

With that he slammed on the Omnitrix, turning back into XLR8 and disappeared in a blue and black blur.

0-0-0-0-0-0

When XLR8 made it back to the road he was schooled by what he saw. Amber was on her knees being held by Mercury and Emerald while the woman was using some kind of glove that used a black tendril, which latched to Amber's face. Amber screamed in agony as her Aura was being forcefully drained from her.

"Let her go!" XLR8 shouted as he charged at them.

Mercury broke away and rushed at XLR8. He threw a kick but XLR8 dogged and used his tail as a stand to deliver a series of rapid kicks to his head before landing and using his tail to knock him away.

XLR8 ran forwards, disappearing in a blur and used his claws to sever the black tendril and shred the glove. "No!" The woman shouted as Amber fell to the road unconscious.

Emerald tried to retaliate, but XLR8 got behind her and grabbed her right arm. He then rammed her arm over his shoulder, breaking it with a loud crack. Emerald fell to the ground, yelling in pain and clutching her arm.

The woman, who now had a fiery glow surrounding her right eye, extended her right arm. XLR8 looked down to see the ground beneath him glow. He sped out of the way, evading explosion after explosion before running in, grabbing Amber, and putting her a safe distance away. He rushed the woman, evading explosions and fiery blasts until he got close enough to throw a punch. However when his fist made contact, she disappeared and the ground below him erupted in a massive explosion.

XLR8's burnt body flew away before rolling to a stop in the grass next to Amber. He raised his visor and weakly lifted his head to see the woman and Emerald, who was clutching her arm, standing above him with Mercury limping over, holding his side.

"You couldn't have created an illusion before I was his punching bag?!" He demanded, earning a shrug from Emerald.

The woman kneeled down, looking XLR8 in the eyes.

"You're more resourceful than I thought." She said. "First breaking out of the pentagram, and now foiling my plans to steal the Maiden's powers all at once. You could make a powerful ally."

That last sentence threw off XLR8 and her followers.

"What are you talking about?" XLR8 grunted through the pain.

The woman smiled. "You're skills are impressive. We could use someone like you in our ranks."

XLR8 was silent before looking up with a hateful glare. "Piss off." He said with a growl.

The woman sighed before standing and summoned a ball of fire in her palm.

"That's too bad." She said sadly.

Before she could act however, they were interrupted by the sounds of footsteps. The group turned and saw a man in a grey suit, black pants and a short red cloak holding a sword run at them. The man swung the sword at the woman, causing her, Emerald and Mercury to leap back. The man got between them and Amber and XLR8, raising his sword to challenge them. The woman caused an explosion in front of them creating a smokescreen. When it vanished, the three were gone.

"Damn it!" XLR8 grunted. He reached for the Omnitrix and slammed on the dial, turning him back into Verdax.

The man, who had turned around in time to see this, looked surprised. "How did you do that?" He asked.

Verdax slowly stood up, his body aching from his earlier wounds. "A good question," He said. "For another time. Right now we need to get Amber to a hospital."

The man nodded as Verdax picked up Amber bridal style. "I know where to take her, but first, what's your name?"

"Verdax. Verdax Ashen."

The man nodded. "Qrow Branwen. Let's get going."

 **AN: Please review and comment!**


	4. Announcment

**I'm sorry to say that this story as you know it, will be discontinued.**

 **I'm not giving up on it, but I've realized that the way I had initially planed it would make it similar to Grimm Tale, which would be stupid.**

 **The first chapter will be the same, as the story can go anywhere from it, but I'm going to take Verdax's journey in a different direction than originally planned.**

 **I don't want to give too much away, but I'll give you a hint with the new pairing: Verdax x Neo. That should give you guys a general idea of what's happening.**

 **Again, I'm sorry for those of you that liked the story as is, but I didn't want two of my stories to be too similar. The story will remain up until I post the new one, so feel free to tell me your thoughts about the rewrite in the reviews.**

 **Thanks for your support!**


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